Fund Agreements. To the knowledge of the Company Parties, none of the Company Parties nor any of their subsidiaries that acts as a general partner or managing member (or in a similar capacity) or as an investment adviser or investment manager of any TPG Fund has performed any act or otherwise engaged in any conduct that would prevent a Company Party or any of its subsidiaries, as the case may be, from benefiting from any exculpation clause or other limitation of liability available to it under the terms of the management agreement or advisory agreement, as applicable, between the applicable Company Party or subsidiary, as the case may be, and the TPG Fund except, in each case, as would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Fund Agreements. Subject to its fiduciary obligations and except as may otherwise be required by law, the Borrowers will use their best efforts to (a) cause each Fund for which a Subsidiary acts as investment advisor or principal distributor to continue such Subsidiary in such capacity and (b) except in the ordinary course of business and consistent with past practices, not to reduce the compensation payable to such Subsidiary for its services to such Fund in any material respect.
Fund Agreements. The Company shall use its commercially reasonable efforts to keep in full force and effect the Fund Agreements to the extent related to the Administered Business and, except to the extent required by Applicable Law, not to amend, modify, terminate, limit, expand or otherwise alter any such agreement in a way that would reasonably be expected to adversely affect the Administrator without the Administrator’s prior written consent. The Company agrees that, except to the extent required by Applicable Law, it will not initiate or, without the prior written consent of the Administrator, consent to any termination, modification or amendment of any agreement between the Company and a Fund to the extent offered as an investment option in the Separate Accounts if such termination, modification or amendment would (a) materially reduce any amounts paid to the Company pursuant to administrative, distribution or other service arrangements in place with respect to such Fund or (b) materially and adversely affect the terms on which such Fund are available for investment under the Variable Reinsured Policies, including by making a Fund unavailable, reducing the services provided by such Fund or making administrative changes that would materially increase the cost to the Administrator hereunder. The Parties shall reasonably cooperate with respect to maintenance of the relationship between the Administered Business and such Funds and shall consult each other with respect to proposed terminations, amendments or modifications of any Fund Agreements.
Fund Agreements. Schedule 4.18 sets forth as of the date of this agreement, a list of all Funds for which PAII acts as investment adviser or PASI acts as principal distributor, and a list of all related Fund Agreements. All Fund Agreements are in full force and effect.
Fund Agreements. Sellers have provided to Purchaser true and correct copies of each Fund Agreement (and all amendments thereto) and all other agreements, instruments or writings of any kind in the possession of Sellers which set forth or govern the rights and obligations of either Seller in its capacity as the owner of the Partnership Interests, in each case to which either Seller is a party or of which either Seller has knowledge.
Fund Agreements. (a) To the Knowledge of the Class B Limited Partner, based solely upon information provided by the general partner or manager of the applicable Fund, Schedule 3.6 sets forth a true, correct and complete list of all Fund Agreements and Delayed Fund Agreements, solely to the extent that such agreements or documents are in the possession of the Class B Limited Partner or the General Partner. Except as set forth on Schedule 3.6, to the Knowledge of the Class B Limited Partner, there are no additional Fund Agreements or Delayed Fund Agreements to which the Class B Limited Partner or the Partnership is a party or otherwise bound other than the Fund Agreements and Delayed Fund Agreements listed on Schedule 3.6.
Fund Agreements. In addition, Computershare sponsors and administers a dividend reinvestment and direct stock purchase plan (the “Dividend Reinvestment and Direct Stock Purchase Plan”) pursuant to which the holders of Shares shall have their dividends automatically reinvested in additional shares of the Fund’s common stock unless they elect to receive such dividends in cash, and may make additional voluntary cash payments to purchase additional common shares. The Fund has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”) and the Investment Company Act of 1940, as amended, and the rules and regulations thereunder (collectively, the “Investment Company Act”), with the Commission a registration statement on Form N-2 (File Nos. 333-164092 and 811-04438) (the “Original Registration Statement”), including a base prospectus (“Basic Prospectus”), with respect to the Shares. The Fund shall prepare one or more supplements relating to the Shares (collectively, the “Prospectus Supplement”) to the Basic Prospectus, to be filed with the Commission pursuant to Rule 497 under the Securities Act. The Fund shall furnish to Xxxxx, for use by Xxxxx, copies of the Basic Prospectus, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Original Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus Supplement subsequently filed with the Commission pursuant to Rule 497 under the Securities Act is herein called the “Registration Statement.” The Basic Prospectus, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Fund with the Commission pursuant to Rule 497 under the Securities Act, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, the Prospectus, or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Interactive Data Electronic Application database. For purposes of this Agreement, all references to the Registration Statement, unless otherwise noted and except as the context otherwise requires, shall be deemed to include any and all amendments thereto.
Fund Agreements. Schedule 4.18 sets forth as of the date of this agreement, a list of all Funds for which PII acts as investment adviser or PSI acts as principal distributor, a list of all related Fund Agreements, and a list of all issuers of Collateralized Loan Obligations for which PII manages, services and advises the issuer with respect to the pool of commercial loans, high-yield bonds and emerging market obligations securing or otherwise backing such Collateralized Loan Obligations. All Fund Agreements are in full force and effect.
Fund Agreements. This Agreement and the Fund Agreements have each been duly authorized by all requisite action on the part of the Fund and executed and delivered by the Fund, as of the dates noted therein, and each complies with all applicable provisions of the 1940 Act, the 1940 Act Rules and Regulations, the Advisers Act and the Advisers Act Rules and Regulations in all material respects. Assuming due authorization, execution and delivery by the other parties thereto with respect to this Agreement and the Fund Agreements, each such Agreement constitutes a valid and binding agreement of the Fund, enforceable in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing and except as rights to indemnification or contribution thereunder may be limited by federal or state laws.
